Janel Corporation (JANL) investors approve directors and 3-year say-on-pay

Rhea-AI Filing Summary

Janel Corporation reported the results of its annual stockholder meeting held on February 4, 2026. Stockholders elected seven directors, with each nominee receiving a majority of votes cast; most directors received around 890,000 votes in favor, with minimal opposition or abstentions.

Stockholders also approved, on a non-binding basis, the compensation of the Company’s executive officers, with 888,726 votes for, 28 against and 2,262 abstentions. In a separate advisory vote on how often to hold future say-on-pay votes, stockholders favored a three-year frequency, with 797,170 votes for three years and 91,601 votes for one year.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 4, 2026

JANEL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	333-60608	86-1005291
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

80 Eighth Avenue, New York, New York 10011

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (212) 373-5895

Inapplicable

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).      Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
N/A	N/A	N/A

Item 5.07
Submission of Matters to a Vote of Security Holders.

Janel Corporation (the “Company”) held its annual meeting of stockholders on February 4, 2026 (the “Annual Meeting”), at which stockholders voted on the matters set forth below. For more information on the following proposals, see the Company’s definitive proxy statement, dated December 18, 2025. Below are the final voting results.

Proposal 1: To elect a Board of Directors

	Director	For	Against	Abstain	Broker Non-Votes
	Darren C. Seirer	890,716	298	2	0
	John Eidinger	890,716	298	2	0
	Gerard van Kesteren	890,998	16	2	0
	Karen M. Ryan	890,998	16	2	0
	Gregory J. Melsen	890,998	16	2	0
	John J. Gonzalez, II	827,820	63,154	42	0
	Gregory B. Graves	890,958	16	42	0

Each of the foregoing directors was elected and received the affirmative vote of a majority of the votes cast at the annual meeting at which a quorum was present.

Proposal 2: A non-binding, advisory vote to approve the compensation of the Company’s executive officers as disclosed in the proxy statement for the Annual Meeting

For	Against	Abstain	Broker Non-Votes
888,726	28	2,262	0

The foregoing Proposal 2 was approved.

Proposal 3: A non-binding, advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s executive officers.

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
91,601	0	797,170	2,245	0

The foregoing Proposal 3 was approved for Three Years.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		JANEL CORPORATION
		(Registrant)
Date: February 6, 2026	By:	/s/ Nathan Shandy
		Chief Financial Officer, Treasurer and Secretary

FAQ

What did Janel Corporation (JANL) announce in its latest 8-K filing?

Janel Corporation announced the final results of its February 4, 2026 annual stockholder meeting. Stockholders elected seven directors, approved executive compensation on an advisory basis, and chose a three-year frequency for future advisory votes on executive pay.

Which directors were elected at Janel Corporation’s 2026 annual meeting?

Stockholders elected Darren C. Seirer, John Eidinger, Gerard van Kesteren, Karen M. Ryan, Gregory J. Melsen, John J. Gonzalez II, and Gregory B. Graves. Each received a majority of votes cast, with most nominees receiving about 891,000 votes in favor and very few votes against.

How did Janel Corporation (JANL) shareholders vote on executive compensation?

Shareholders approved the non-binding advisory vote on executive compensation. The proposal received 888,726 votes for, 28 votes against, and 2,262 abstentions. This indicates broad support among voting stockholders for the Company’s disclosed executive pay program at the time of the annual meeting.

What frequency for say-on-pay votes did Janel Corporation shareholders prefer?

Shareholders expressed a preference for holding advisory votes on executive compensation every three years. The frequency vote results were 797,170 votes for three years, 91,601 for one year, none for two years, and 2,245 abstentions, leading the Company to record three years as the chosen frequency.

When and where was Janel Corporation’s 2026 annual stockholder meeting held?

The annual stockholder meeting was held on February 4, 2026. The Company’s principal executive offices are located at 80 Eighth Avenue, New York, New York 10011, which serves as the corporate address referenced in the report summarizing the meeting’s results.

Did any Janel Corporation director nominees receive significant opposition in the vote?

All nominees received majority support, with very limited opposition. For example, Darren C. Seirer and John Eidinger each received 890,716 votes for, 298 against, and 2 abstentions, while other nominees showed similarly strong support and minimal against or abstain votes.